Common use of Share Payment and Compensation Clause in Contracts

Share Payment and Compensation. 3.1. The Securities will be offered and sold to the Purchasers at $4.50 per share of Common Stock (the “Purchase Price”). The purchases of Securities by the Purchasers shall be evidenced by the execution of a Subscription Agreement by each Purchaser and the Company. 3.2. As compensation for services rendered, on each Closing Date (as defined in Section 5 hereof), the Company shall pay to the Selling Agent by wire transfer of immediately available funds to an account or accounts designated by the Selling Agent, a cash fee (the “Cash Fee”) in an aggregate amount equal to six and one-half percent (6.5%) of the gross proceeds received by the Company from the sale of the Securities on such Closing Date. The Cash Fee is hereinafter referred to herein as the “Placement Fee.” 3.3. Any fees paid to the Selling Agent by the Company in accordance with the Engagement Agreement, dated March 14, 2016, as amended from time to time (the “Retainer Fees”), will be credited toward the Placement Fee. 3.4. The Placement Fee shall be re-allowable, in whole or in part, to the Dealers, if any. The Company will not be liable or responsible to any Dealer for the payment of compensation to any Dealer, it being the sole and exclusive responsibility of the Selling Agent for payment of compensation to Dealers. 3.5. No Securities which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Securities shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Securities to a Purchaser whose offer it has accepted by executing and delivering a Subscription Agreement, the Company shall indemnify and hold the Selling Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 9.1 herein.

Share Payment and Compensation. 3.1. (a) The Securities will be offered and Shares are being sold to the Purchasers at the following offering price: $4.50 2.35 per share of Common Stock (the “Purchase Price”). The purchases of Securities by the Purchasers shall be evidenced by the execution of a Subscription Agreement by each Purchaser and the Company. 3.2. As compensation for services rendered, on each Closing Date (as defined in Section 5 hereof), the Company shall pay to the Selling Agent by wire transfer of immediately available funds to an account or accounts designated by the Selling Agent, a cash fee (the “Cash Fee”b) in an aggregate amount equal to six and one-half percent (6.5%) of the gross proceeds received by the Company from the sale of the Securities on such Closing Date. The Cash Fee is hereinafter referred to herein as the “Placement Fee.” 3.3. Any fees paid to the Selling Agent by the Company in accordance with the Engagement Agreement, dated March 14, 2016, as amended from time to time (the “Retainer Fees”), will be credited toward the Placement Fee. 3.4. The Placement Fee shall be re-allowable, in whole or in part, to the Dealers, if any. The Company will not be liable or responsible to any Dealer for the payment of compensation to any Dealer, it being the sole and exclusive responsibility of the Selling Agent for payment of compensation to Dealers. 3.5. No Securities Shares which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Securities Shares shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Securities Shares to a Purchaser whose offer it has accepted by executing and delivering a Subscription Agreementaccepted, the Company shall indemnify and hold the Selling Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in this Agreement. (c) As compensation for services rendered, on the Closing Date (as defined in Section 9.1 herein2.3 hereof), the Company shall pay to the Selling Agent by wire transfer of immediately available funds to an account or accounts designated by the Selling Agent, a cash fee (the “Selling Fee”) in an aggregate amount equal to seven percent (7%) of the gross proceeds received by the Company from the sale of the Shares on such Closing Date. The Selling Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering, the fees of which shall be paid out of the Selling Fee. The Selling Fee shall be contingent upon the successful completion and closing of the Offering. (d) The Company also hereby agrees to issue and sell to the Selling Agent (and/or its designee) on the Closing Date an option (“Selling Agent’s Warrants”) for the purchase of an aggregate of 36,815 shares of Common Stock, representing 3% of the Shares, for an aggregate purchase price of $100.00. The Selling Agent’s Warrant agreement, in the form attached hereto as Exhibit A (the “Selling Agent’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $2.82, which is equal to 120% of price at which the Shares are convertible to Common Stock. The Selling Agent understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Selling Agent’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Selling Agent’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Selling Agent or of any such selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. (e) Delivery of the Selling Agent’s Warrant Agreement shall be made on the Closing Date and shall be issued in the name or names and in such authorized denominations as the Selling Agent may request in writing. (f) The Company agrees that the Selling Agent and the Selling Agent’s affiliates shall have a right, but not an obligation, to purchase shares of Common Stock for their own account, and that any such purchase shall not constitute a conflict of interest for purposes of the Selling Agent’s engagement.

Share Payment and Compensation. 3.1. (a) The Securities will be offered and are being sold to the Purchasers at $4.50 the following initial public offering price: $ per share of Common Stock (the “Purchase Price”)Unit. The purchases of Securities by the Purchasers shall be evidenced by the execution of a Subscription Agreement Agreements by each Purchaser of the Purchasers and the Company. 3.2. (b) As compensation for services rendered, on each the Closing Date (as defined in Section 5 4 hereof), the Company shall pay to the Selling Agent by wire transfer of immediately available funds to an account or accounts designated by the Selling Agent, a cash fee (the “Cash Fee”) in an aggregate amount equal to six and onethree-half fourths percent (6.56.75%) of the gross proceeds received by the Company from the sale of the Securities on such Closing Date. The Cash Fee is hereinafter referred to herein as the “Placement Fee.” 3.3. Any fees paid to the The Selling Agent by the Company may retain other brokers or dealers to act as sub-agents on its behalf in accordance connection with the Engagement AgreementOffering, dated March 14, 2016, as amended from time to time (the “Retainer Fees”), will fees of which shall be credited toward paid out of the Placement Fee. 3.4. The Placement Fee shall be re-allowable, in whole or in part, to the Dealers, if any. The Company will not be liable or responsible to any Dealer for the payment of compensation to any Dealer, it being the sole and exclusive responsibility of the Selling Agent for payment of compensation to Dealers. 3.5. (c) No Securities which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Securities shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Securities to a Purchaser whose offer it has accepted by executing and delivering a Subscription Agreementaccepted, the Company shall indemnify and hold the Selling Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 9.1 8(c) herein.

Share Payment and Compensation. 3.1. (a) The Securities will be offered and are being sold to the Purchasers at the following initial public offering price: $4.50 6.00 per share of Common Stock (the “Purchase Price”)Share. The purchases of Securities by the Purchasers shall be evidenced by the execution of a Subscription Agreement Agreements by each Purchaser of the Purchasers and the Company. 3.2. (b) As compensation for services rendered, on each the Closing Date (as defined in Section 5 2.3 hereof), the Company shall pay to the Selling Agent by wire transfer of immediately available funds to an account or accounts designated by the Selling Agent, a cash fee (the “Cash Fee”) in an aggregate amount equal to six and one-half to: (i) eight percent (6.58%) of the gross proceeds received by the Company from the sale of the Securities on such Closing Date. The Cash Fee is hereinafter referred to herein as the “Placement Fee.” 3.3. Any fees paid to Date(s) on subscriptions raised by the Selling Agent on its platform (whether by the Selling Agent or additional Selling Agents as described below). The Selling Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering, the fees of which shall be paid out of the Selling Fee. The Selling Fee shall be contingent upon the successful completion and closing of the Offering. (ii) for its services as executing broker on subscriptions raised by the Company in accordance with on its CrowdPay platform, two percent (2%) of the Engagement Agreement, dated March 14, 2016, as amended gross proceeds received by the Company from time to time (the “Retainer Fees”), will be credited toward sale of its Securities on such Closing Date(s) on the Placement FeeCompany’s CrowdPay platform. 3.4. The Placement Fee shall be re-allowable, in whole or in part, to the Dealers, if any. The Company will not be liable or responsible to any Dealer for the payment of compensation to any Dealer, it being the sole and exclusive responsibility of the Selling Agent for payment of compensation to Dealers. 3.5. (c) No Securities which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Securities shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Securities to a Purchaser whose offer it has accepted by executing and delivering a Subscription Agreementaccepted, the Company shall indemnify and hold the Selling Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 9.1 hereinthis Agreement. (d) The Company agrees that the Selling Agent and Selling Agent’s affiliates shall have a right, but not an obligation, to purchase shares of Common Stock for their own account, and that any such purchase shall not constitute a conflict of interest for purposes of the Selling Agent’s engagement.

Share Payment and Compensation. 3.1. (a) The Securities will be offered and Shares are being sold to the Purchasers at the following offering price: $4.50 2.13 per share of Common Stock (the “Purchase Price”). The purchases of Securities by the Purchasers shall be evidenced by the execution of a Subscription Agreement by each Purchaser and the Company. 3.2. As compensation for services rendered, on each Closing Date (as defined in Section 5 hereof), the Company shall pay to the Selling Agent by wire transfer of immediately available funds to an account or accounts designated by the Selling Agent, a cash fee (the “Cash Fee”b) in an aggregate amount equal to six and one-half percent (6.5%) of the gross proceeds received by the Company from the sale of the Securities on such Closing Date. The Cash Fee is hereinafter referred to herein as the “Placement Fee.” 3.3. Any fees paid to the Selling Agent by the Company in accordance with the Engagement Agreement, dated March 14, 2016, as amended from time to time (the “Retainer Fees”), will be credited toward the Placement Fee. 3.4. The Placement Fee shall be re-allowable, in whole or in part, to the Dealers, if any. The Company will not be liable or responsible to any Dealer for the payment of compensation to any Dealer, it being the sole and exclusive responsibility of the Selling Agent for payment of compensation to Dealers. 3.5. No Securities Shares which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Securities Shares shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Securities Shares to a Purchaser whose offer it has accepted by executing and delivering a Subscription Agreementaccepted, the Company shall indemnify and hold the Selling Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in this Agreement. (c) As compensation for services rendered, on the Closing Date (as defined in Section 9.1 herein2.3 hereof), the Company shall pay to the Selling Agent by wire transfer of immediately available funds to an account or accounts designated by the Selling Agent, a cash fee (the “Selling Fee”) in an aggregate amount equal to seven percent (7%) of the gross proceeds received by the Company from the sale of the Shares on such Closing Date. The Selling Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering, the fees of which shall be paid out of the Selling Fee. The Selling Fee shall be contingent upon the successful completion and closing of the Offering. (d) The Company also hereby agrees to issue and sell to the Selling Agent (and/or its designee) on the Closing Date an option (“Selling Agent’s Warrants”) for the purchase of an aggregate of 38,848 shares of Common Stock, representing 3% of the Shares, for an aggregate purchase price of $100.00. The Selling Agent’s Warrant agreement, in the form attached hereto as Exhibit A (the “Selling Agent’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $2.55, which is equal to 120% of price at which the Shares are convertible to Common Stock. The Selling Agent understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Selling Agent’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Selling Agent’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Selling Agent or of any such selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. (e) Delivery of the Selling Agent’s Warrant Agreement shall be made on the Closing Date and shall be issued in the name or names and in such authorized denominations as the Selling Agent may request in writing. (f) The Company agrees that the Selling Agent and the Selling Agent’s affiliates shall have a right, but not an obligation, to purchase shares of Common Stock for their own account, and that any such purchase shall not constitute a conflict of interest for purposes of the Selling Agent’s engagement.

Share Payment and Compensation. 3.1. (a) The Securities will be offered and are being sold to the Purchasers at the following initial public offering price: $4.50 4.00 per share of Common Stock; provided, however, that the initial public offering price for Securities being sold to Purchasers that are officers, directors, employees or consultants to the Company shall be the last closing bid price of the Company’s Common Stock (prior to the “Purchase Price”)entry into the applicable Subscription Agreement. The purchases of Securities by the Purchasers shall be evidenced by the execution of a Subscription Agreement Agreements by each Purchaser of the Purchasers and the Company. 3.2. (b) As compensation for services rendered, on each the Closing Date (as defined in Section 5 2.3 hereof), the Company shall pay to the Selling Agent by wire transfer of immediately available funds to an account or accounts designated by the Selling Agent, a cash fee (the “Cash Fee”) in an aggregate amount equal to six and one-half eight percent (6.58%) of the gross proceeds received by the Company from the sale of the Securities on such Closing Date. However, the Cash Fee with respect to gross proceeds raised in the Offering from Purchasers introduced by the Company to the Selling Agent shall be only two percent (2%). The Cash Fee is hereinafter referred to herein as the “Placement Selling Fee.” 3.3. Any The Selling Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering, the fees of which shall be paid to out of the Selling Agent by the Company in accordance with the Engagement Agreement, dated March 14, 2016, as amended from time to time (the “Retainer Fees”), will be credited toward the Placement Fee. 3.4. The Placement Selling Fee shall be re-allowable, in whole or in part, to contingent upon the Dealers, if any. The Company will not be liable or responsible to any Dealer for the payment of compensation to any Dealer, it being the sole successful completion and exclusive responsibility closing of the Selling Agent for payment of compensation to DealersOffering. 3.5. (c) No Securities which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Securities shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Securities to a Purchaser whose offer it has accepted by executing and delivering a Subscription Agreementaccepted, the Company shall indemnify and hold the Selling Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 9.1 hereinthis Agreement. (d) The Company agrees that the Selling Agent and Selling Agent’s affiliates shall have a right, but not an obligation, to purchase shares of Common Stock for their own account, and that any such purchase shall not constitute a conflict of interest for purposes of the Selling Agent’s engagement.